UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 20, 2006
SLADE'S FERRY BANCORP
(Exact name of registrant as specified in its charter)
Massachusetts 000-23904 04-3061936
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 675-2121
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective June 20, 2006, Slade's Ferry Bancorp (the "Company") appointed
Paul C. Downey lead independent director of the Company's Board of Directors.
Mr. Downey, age 42, joined the Company's Board of Directors in 2003. He is
President of Sakonnet Properties, Inc., a real estate development firm in New
Bedford, Massachusetts.
In connection with Mr. Downey's appointment, Mary Lynn D. Lenz, the
Company's President and Chief Executive Officer, stepped down from the position
of Interim Chairperson of the Board of Directors on June 20, 2006.
A copy of the Company's press release announcing the foregoing is attached
is Exhibit 99.1 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Effective June 20, 2006, the Company's Board of Directors amended and
restated the Company's bylaws (the "Amended Bylaws"). The following summary of
the material changes effected by adoption of the Amended Bylaws is quantified in
its entirety by reference to the Amended Bylaws filed as Exhibit 3.2 hereto. The
Amended Bylaws also contain certain clerical changes and conforming changes
related to the amendments described below.
ARTICLE II - STOCKHOLDERS
Section 6 - Conduct of Meetings. The Amended Bylaws provide that the
President of the Company shall preside at meetings of the Company's
stockholders. Under the Company's former bylaws, the Chairman of the Board
presided at meetings of the Company's stockholders.
ARTICLE III - BOARD OF DIRECTORS
Section 4 - Meetings. The Amended Bylaws provide that special meetings of
the Board of Directors may be called at the request of the President, the lead
independent director, a majority of the members of the Executive Committee or a
majority of the Board of Directors. The Company's former bylaws allowed for
special meetings to be called at the request of the Chairman of the Board and
did not provide for special meetings to be called at the request of the lead
independent director.
In addition, a provision was added to provide that the President shall
preside at meetings of the Board of Directors, and in his or her absence, the
lead independent director shall preside.
ARTICLE IV - COMMITTEES
Section 3 - Executive Committee. The Amended Bylaws provide that the
Executive Committee must consist of at least five directors and that such
directors shall include the
President, the lead independent director, if any, and such other directors as
the Board of Directors may elect. The Amended Bylaws also provide that all
members of the Executive Committee other than the President must be
"independent" directors, as defined by the rules and regulations of the NASDAQ
Stock Market. Under the Company's former bylaws, the Executive Committee
consisted of the Chairman of the Board, the President and at least three other
directors. There was no requirement that any members of the Executive Committee
be "independent."
The Amended Bylaws also provide that the lead independent director
presides at meetings of the Executive Committee. Under the Company's former
bylaws, the Chairman of the Board presided at meetings of the Executive
Committee.
ARTICLE V - OFFICERS
Section 1 - Composition, Selection, Qualifications and Terms of Office.
The Amended Bylaws remove the requirement that the Company have a Chairman of
the Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.2 Amended and Restated Bylaws of Slade's Ferry Bancorp
99.1 Press release of Slade's Ferry Bancorp dated June 20, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SLADES FERRY BANCORP
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(Registrant)
By: /s/ Deborah A. McLaughlin
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Name: Deborah A. McLaughlin
Title: Executive Vice President and
Chief Financial Officer/Chief
Operations Officer
Date: June 22, 2006